National Fuel Gas Company 1997 Award and Option Plan Non-Qualified Stock Option Award Notice

Summary

This agreement is between National Fuel Gas Company and an employee (the Grantee), granting the employee non-qualified stock options to purchase company shares at a set price under the 1997 Award and Option Plan. The options become exercisable after a specified period, provided the employee remains with the company, and expire on a set date. The agreement outlines how options can be exercised, payment methods, tax obligations, and the authority of the Compensation Committee. The agreement is governed by New York law and is binding on both parties and their successors.

EX-10.1 2 l13121aexv10w1.txt EXHIBIT 10.1 Exhibit 10.1 Form of Award Notice under National Fuel Gas Company 1997 Award and Option Plan [date] NAME ADDRESS CITY, STATE ZIP Dear SALUTATION: I am pleased to inform you that on [date] (the "option grant date") the Compensation Committee ("Committee") of the Board of Directors of National Fuel Gas Company ("NFG") granted to you (the "Grantee") NON-QUALIFIED STOCK OPTIONS ("Options"), under the National Fuel Gas Company 1997 Award and Option Plan (the "Plan"), to purchase __________ shares of Common Stock of NFG, One Dollar ($1.00) par value ("Common Stock") at a purchase price of $______ per share. Your new Options are described in the balance of this letter agreement ("Award Notice"). The Plan text and the Committee's Administrative Rules ("Rules") govern the operation of the Plan, as well as the terms and conditions of your Options granted under the Plan, and are incorporated herein by reference. Your Options may be exercised in whole or in part on or after [date], the [______-month or ______-year] anniversary of the option grant date, assuming that you remain employed by NFG and/or its subsidiaries (the "Company") until the respective date of exercise. However, your Options expire at the end of the day on [expiration date] and may not be exercised thereafter. In the event your employment with the Company terminates, then, depending upon the circumstances of the termination, your Options may become exercisable prior to the date first set forth in this paragraph, may remain exercisable after your termination date, or may be terminated prior to the expiration date set forth in this paragraph, as set forth in the Plan and the Rules. The number of shares under your Options is subject to adjustment for certain changes in corporate capitalization, as more fully set forth in the Plan. Exercise of Options - ------------------- To exercise your Options to purchase shares of Common Stock, you must deliver to the Secretary or Assistant Secretary of NFG written notice of exercise specifying the number of shares to be purchased. Your delivery of the written notice of exercise creates your binding commitment to pay the full purchase price for the shares. You may pay the purchase price with cash, with already-owned shares of Common Stock, with a combination of cash and shares, or pursuant to broker-assisted "cashless exercise" procedures established by the Committee. Checks should be payable to NFG. Already-owned shares of Common Stock must be delivered in transferable form and will be valued at their Fair Market Value (as defined in the Plan) on the date of exercise, and may be subject to certain holding period or other limitations imposed by the Committee. You may be required to represent to NFG in writing, at the time of each exercise of these Options, that the shares of Common Stock being purchased are being acquired for investment and not with a view to distribution. Also, the Company may impose restrictions on your purchase of shares of Common Stock pursuant to exercise of such Options if the Committee should determine that the shares must first be listed, registered or qualified, or a governmental consent obtained. Certificates for shares purchased will be delivered to you as soon as practicable after you exercise your Options. At the time of the exercise of your Options, the Company is entitled to deduct from the shares of Common Stock being acquired upon the exercise of your Options, or require you to pay to it prior to and as a condition of issuing shares of Common Stock, the amount of all applicable income and employment taxes required by law to be withheld with respect to such exercise. Alternatively, you may pay such taxes respecting Option exercises by delivering to the Company shares of Common Stock having a Fair Market Value equal to the amount of such taxes, subject to certain holding period or other limitations imposed by the Committee. Authority of Committee - ---------------------- The Committee has the authority, in its sole discretion, to interpret the Plan and all Options granted thereunder, to establish rules and regulations relating to the Plan and to make all other determinations it believes necessary or advisable for the administration of the Plan. The scope of the Committee's authority is more fully described in the Plan. All determinations and actions of the Committee are final, conclusive and binding on you. Miscellaneous - ------------- Any capitalized term used but not defined in this Award Notice shall have the same meaning as it is defined in the Plan or in the Committee's rules and regulations as in effect as of the date hereof. You have no right to assign or transfer your Options, except by will, by the laws of descent and distribution, or as otherwise permitted in the Plan. Nothing in this Award Notice or in the Plan gives you any right to continue in the employment of the Company. This Award Notice shall be binding on and inure to the benefit of the Company (and its successors and assigns) and you (and your heirs, legal representatives and estate). This Award Notice shall be governed, construed and enforced in accordance with the Plan and with the laws of the State of New York. This Award Notice, together with the Plan and the Rules, constitutes the entire agreement between the parties with respect to the subject matter hereof. You hereby acknowledge that you have been provided with a copy of the Plan and the Rules, and understand the terms and conditions of these documents and of this Award Notice. In the event of any conflict between this Award Notice and the terms of the Plan and the Rules, the Plan and the Rules will govern and control. With respect to unexercised Options, this Award Notice may be unilaterally amended or modified by the Committee, as permitted by the Plan or the Rules, to the extent it deems appropriate, but may not be amended or modified without your consent if such amendment or modification is adverse to you. Except as otherwise provided in the preceding sentence, this Award Notice may not be modified, amended, renewed or terminated, nor may any term or condition, or breach of any term or condition, be waived, except in writing signed by the person or persons sought to be bound by such modification, amendment, renewal, termination or waiver. Any waiver of any term or condition or breach thereof shall not be a waiver of any other term or condition, or of the same term or condition for the future, or of any subsequent breach. Please be aware that it may be inappropriate to exercise your Options at certain times, as a result of the federal securities laws. In the event of the invalidity of any part or provision of this agreement, such invalidity shall not affect the enforceability of any other part or provision hereof. Acceptance - ---------- If the foregoing is acceptable to you, kindly acknowledge your acceptance by signing both copies of this letter and returning one to Anna Marie Cellino. Very truly yours, NATIONAL FUEL GAS COMPANY By:_____________________________ P. C. Ackerman Chairman, President and Chief Executive Officer AGREED TO AND ACCEPTED this ___ day of __________, ____. - --------------------------- Grantee